path: root/licenses/realsdk

REALSYSTEM SDK AGREEMENT
Software License for RealNetworks Products

IMPORTANT -- READ CAREFULLY BEFORE USING THIS SOFTWARE: This License
Agreement for certain RealNetworks Products ("Agreement") is a legal
agreement between you (either an individual or an entity, hereafter
"Licensee") and RealNetworks, Inc. and its suppliers and licensors
(collectively "RN") for use of RN?s RealSystem Software Development Kit
("SDK"), for the sole purpose of developing and distributing the Licensee
Application (as defined below). By installing, copying or otherwise using
the Software, you agree to be bound by the terms of this Agreement. If you
do not agree to the terms of this License Agreement, click on the "cancel"
button and/or do not install the Software.

YOU AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS
LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

ANY THIRD PARTY SOFTWARE THAT MAY BE PROVIDED WITH THE SOFTWARE IS INCLUDED
FOR USE AT YOUR OPTION. IF YOU CHOOSE TO USE SUCH THIRD PARTY SOFTWARE, THEN
SUCH USE SHALL BE GOVERNED BY SUCH THIRD PARTY'S LICENSE AGREEMENT, AN
ELECTRONIC COPY OF WHICH WILL BE INSTALLED IN THE APPROPRIATE RN PRODUCT
FOLDER ON YOUR COMPUTER UPON INSTALLATION OF THE SOFTWARE. RN IS NOT
RESPONSIBLE FOR ANY THIRD PARTY?S SOFTWARE AND SHALL HAVE NO LIABILITY FOR
YOUR USE OF THIRD PARTY SOFTWARE.

In consideration of the rights and licenses granted below, Licensee hereby
agrees as follows:


DEFINITIONS




"API," or application programming interface, means the specific method
prescribed by a

computer operating system or by another application program (such as
RealSystem Server) by which a programmer writing an application program
(such as a plugin) can make requests of the operating system or another
application.



"Break Interoperability" means to: (i) Transcode, Convert or Encapsulate RN
Media Files; and/or
(ii) to impair or disable programs or applications that have been licensed
by RN to create, access, or utilizeuse RN Media Files by exposing a means or
method by which such programs or applications access or utilizeuse RN Media
Files.



"Code" means the APIs, Header Files, and Sample from the SDK, collectively.



"Compromise Interoperability" means exposing a means or method (including,
but not limited to,

publicly defined interfaces or debugging information left in a Licensee
Application) by which other programs, plug-ins, or applications can access
or utilizeuse: (i) the function of any part of this SDK or the RealPlayer;
or (ii) Content extracted from RN Media Content.



"Content" means digital audio (including, but not limited to,
timeline-synchronized audio, music,
voice, or sounds), digital video, and other digital information including
data, text (including, but not limited to, script command data and related
metadata such as a song title or an artist?s name), animation, graphics,
photographs, and artwork, and combinations of any or all of the foregoing.



"Convert" means: : (i) to decompose RN Media Content into one or more pieces
of Content, and
then to recompose into any form other than RN Media Content; or (ii) to
remove any DRM protection from RN Media Content for any purpose not
explicitly authorized by the DRM Flags of the license for that Content,
including, but not limited to, writing that unprotected DRM Content to disk
or to a network.



"Copy Switch Bit" is the flag in the file header of RN Media Files that is
set when the files are
encoded and indicates whether the content creator has authorized duplication
of its content.



"Digital Rights Management Systems" or "DRMs" are plugins to, or components
of, certain RN
Client and server products designed to manage and enforce intellectual
property rights in digital content, including RN?s proprietary digital
rights management software that enables enforcement of business rules and
license-based access to RN Media Files, consistent with the terms and
conditions of this Agreement.



"Encapsulate" means to place any form of containment around or to remove
such containment
from any portion or entirety of Content in RN Media Files, with the
exception of standard file-system and network protocol containment not
specific to the form or function of any digital media playing software. For
purposes of this definition of "Encapsulate," example protocol and standard
file- system exceptions include, but are not limited to, the Windows File
Allocation Table file system, and the TCP/IP network protocol.



"Header File" means a text file that defines the interfaces available to a
programmer. A Header
File contains APIs. At the time of SDK installation, the Header Files are
located in the subfolder named "include" in the folder named "rmasdk."



"Licensee Application" means the software application developed by Licensee
that uses the APIs
and the Header Files contained in the SDK, or any part of this SDK, and may
include the Sample. Licensee Application may not be designed for or intended
to be used as a replacement of the SDK for use by third parties to develop
other software products or programs (e.g., software development tools).



"New Version" means any update, upgrade, and any and all corrections,
modifications,
enhancements, bug fixes, or successor versions of the SDK issued by RN
during the Term, and any update, upgrade, and any and all corrections,
modifications, enhancements, bug fixes, or successor versions to the
Licensee Application created by Licensee during the Term.



"RN AutoUupdate Serviceystem" means the method by which, in the RealSystem,
end users can
elect to receive automatic plugin updates to their RealPlayer or RealJukebox
software.



"RN Client" means any RN client application used for playing multimedia,
including RealPlayer,
RealJukebox and RealDownload and any future versions.



"RN Marks" means RealAudio�, RealVideo�, RealPlayer�, RealSystem�,
RealSystem� Server,
RealJukebox�, and such other trademarks or registered trademarks of RN, as
RN may make available to Licensee from time to time.



"RN Media File(s)" or "RN Media Content" means any Content encoded in
RealAudio, RealVideo,
or any other RN codec or secured by the RN DRM, including any file with the
.ra, .rms, or .rm file format, and also includes without limitation, audio,
video or other media, as applicable.



"RN MIME Type" means the MIME registry, browser preferences, or local
file/protocol associations
invoking any RN Client application for playback of RealAudio, RealVideo, RN
DRM, other RealMedia MIME types or datatypes (e.g., .ram, .rnx, .rpm, .ra,
.rm, .rp, .rt, .rf, .prx, .mpe, .rmp, .rmj, .rav, .rjs, .rmx, .rjt, .rms),
other RN-specific or proprietary MIME types that RN may introduce in the
future, or any MIME types or file/protocol associations that can be played
back by an RN Client. For the purposes of this Agreement, "MIME type" means
a description of what type of media or other content is in a file, including
by way of example but not limited to 'audio/x-pn-realaudio-plugin.?



"Sample" means the sample plugin included in the SDK, which, at the time of
SDK installation, is
located in the sub-folder named "sample" in the folder named "rmasdk."



"Transcode" means to alter the current encoding or form of music files that
was decoded from its
original form, including by way of example but not limited to: (i)
decompression of an audio or video stream and recompression using a
different compression algorithm; and (ii) decompression of an audio or video
stream and recompression using the same compression algorithm but with
different settings. "Transcode" includes Converting.



LICENSE TO DEVELOP




License Grant. Subject to the provisions contained herein, RN hereby grants
Licensee a limited,


non-exclusive, royalty-free license to install and use the SDK solely for
the purpose of developing a Licensee Application.



Integration of Sample with Licensee Application. RN grants Licensee a
limited, non-exclusive,
nontransferable, royalty-free license to use, modify, adapt, and reproduce
the Sample solely as an integrated component of the Licensee Application.



Use of APIs and Integration of Header Files with Licensee Application. RN
grants Licensee a
limited, non-exclusive, royalty-free right to use but not reproduce the APIs
and use and reproduce the compiled object code versions of the unmodified
Header Files solely as integrated components of the Licensee Application.



SDK Use. Licensee will only use the SDK on a single computer or on its
internal computer
network, providing that each person accessing the SDK through the network
abides by this Agreement. Licensee may download the online documentation, if
any, in conjunction with the SDK, but may not make further copies of any
printed or electronically transmitted materials accompanying the SDK.



Limitations on Licensee Application. Licensee Application must be designed,
developed, and
tested to function with a RN commercial server and not degrade or in any way
impair the functionality of any RN product. The SDK may not be used to
develop a Licensee Application that:




encodes, serves, or plays a file format competitive to any RN file format,
as determined by RN in
its sole discretion;



Transcodes RN media files into any other file format or is used as part of a
system that
Transcodes RN media files into any other file format;



contains any third party product or any Licensee product that is competitive
with an RN product;



markets or sells competitive products to RN product end users;



exposes or otherwise makes available to other applications or third parties
any media files stored


on the end user?s computer hard drive;



contains any code that disrupts, disables, harms, or otherwise impedes the
operation of RN
products or any other software, firmware, hardware, computer system or
network (sometimes referred to as "viruses" or "worms");



accesses any end user's computer to disable or impair any end user's
software or hardware
(sometimes referred to as "traps," "access codes" or "trap door" devices),
or to track such end user?s behavior;



contains any other similar harmful, malicious or hidden procedures, routines
or mechanisms
which would damage or corrupt data, storage media, programs, equipment or
communications, or otherwise interfere with operations; or



has any autoupdate functionality independent of the RN AutoUpdate Service.



The SDK further may not be used in any way to create software that serves,
downloads, delivers, or distributes audio, video, or other media files
across the Internet or any computer network, or that uses any SDK component
to encode content.

Interoperability. Licensee shall not develop or have developed any Licensee
Application which
Breaks Interoperability or Compromises Interoperability. Licensee may not
expose any of the APIs in this SDK to any other application or person, and
may not use or include any part of this SDK as part of any other software
development kit without the express written approval of a RN vice president.



Use of RN MIME Types. Licensee Application will not change the RN MIME
Types. Licensee may
not create any Licensee Application that plays back any RN Media Content.
Licensee Applications must comply with the file extension and metafile usage
and format requirements and guidelines as provided by RN in this Agreement,
as may be modified upon reasonable notice from RN from time to time.
Licensee will not suggest to the end user that it may change, or otherwise
encourage the user to change, the default player to be used with such files,
or any other files or RN MIME Types for which an RN Client is set as the end
user?s default player, without RN's prior written consent. For any other
non-RN MIME types for which the RN Client is not currently set as the end
user?s default player, but that can be played back by an RN Client, Licensee
agrees that it will not change the MIME registry, browser preferences,
protocol associations, or local file associations invoking an RN Client
without first presenting the user with a dialog box or sequence of dialog
boxes informing them of the fact that they already have the RN Client as the
default player for such files and of the consequences of making a change and
asking the user whether the user wants to change the default player. Such
communication will not state or imply that there is a problem with
continuing to use the RN Client. When asking for permission to become the
default program Licensee shall provide to the user an explanation of any
limitations on Licensee's program's ability to read and/or write the type(s)
of files that Licensee is proposing to take by default. If Licensee's
program encounters a specific file that it cannot read or play, and if the
RN Client does play that file, Licensee will point the user to information
on how he or she can download the RN Client.



Copy Switch Bit. Licensee Application must detect and abide by the intent
and setting of the Copy
Switch Bit before attempting to make a digital recording of RN Media Files.



DRMs. DRMs included in, compatible with, or later added to RN Clients may be
able to prevent
Licensee Application?s ability to use RN Content protected by the DRM. The
Licensee Application may not take any action to circumvent or defeat the
security or content usage rules provided or enforced by either the DRM or
any RN Client product. To ensure Licensee Application compatibility with
DRMs requires development with a separate RN software development kit, and
the signing of a separate RN license agreement.



Privacy Requirements. In the event that Licensee, through the Licensee
Application or any
individual component thereof, desires to communicate with, track end user
information of, or collect any personally identifiable information from an
end user of the Licensee Application, Licensee will:




post its privacy statement applicable to the Licensee Application/component
on its website;



clearly disclose to end users what information is being collected;



enable end users to opt-out of receiving emails or other communications
resulting from the


information that is collected;



clearly disclose any communications or tracking features (including
anonymous tracking across
websites) and allow users to opt out of such features;



receive explicit opt-in consent from each end user for any personally
identifiable information,
including personally identifiable tracking information, that is collected
from such end user; and



not sell, rent or disclose to third parties any personally identifiable
information collected from end
users in connection with the Licensee Application/component without the end
user's express consent.


Notwithstanding the foregoing, Licensee will be free to use such information
collected from users in order to inform such users of specific security
problems, system problems, patches necessary to ensure proper operation of
the system and the like, or for customer service purposes, unless an end
user has opted-out of receiving further emails or other communications from
Licensee. Licensee will not use any information which personally identifies,
selects, or categorizes end users as users of the RN products, and will not
gather, track or otherwise collect information concerning a user?s specific
uses of RN products.

RN Copyright Notice in Licensee Application. Licensee must provide
attribution to RN in the
"About" box or user interface of the Licensee Application in the form and
manner prescribed and approved by RN (current attribution form: RealSystem�
technology is provided under license from RealNetworks, Inc., copyright �
1995-2002 RealNetworks, Inc. and/or its suppliers. P.O. Box 91123, Seattle,
Washington 98111-9223, U.S.A. Patents Pending. All rights reserved.
RealNetworks and RealSystem are registered trademarks of RealNetworks,
Inc.). To assure compliance with this Section, on RN's reasonable request,
Licensee will furnish RN with samples of attribution in and/or on Licensee
Application. Upon notice by RN that Licensee?s attribution does not comply
with this Agreement, Licensee will, within a reasonable period of time, make
all requested changes.



RealJukebox Plugins. Licensee Applications created with this SDK that are
plugins specifically
intended for the RN Client currently known as RealJukebox may not have full
functionality with such RN Client. If Licensee wishes to ensure Licensee
Application compatibility with RealJukebox, contact
realjukebox-approval@real.com for further information.



SDK New Versions. For each New Version of the SDK released by RN during the
Term, Licensee
will create a Licensee Application New Version within six (6) months of such
release to be compatible with the SDK New Version.



No Other Use. Except as expressly provided herein, or to the extent
expressly allowed by law,
Licensee will not copy, modify, reproduce, display, decompile, reverse
engineer, store, translate, sell, sublicense, lease or otherwise transfer or
distribute the Code, in whole or in part, nor may Licensee use the Code with
the intent to clone any proprietary client or server software product
proprietary to RN. All rights not specifically granted herein to Licensee
are reserved to RN.

DISTRIBUTION LICENSE TO LICENSEE




Licensee Distribution of Licensee Application. Subject to the limitations
set forth herein, RN hereby grants Licensee a non-exclusive,
non-transferable, non-sublicensable, royalty-free license to distribute to
end users the Licensee Application created using production versions of the
SDK only if Licensee Application contains only the Code required for the
execution of Licensee Application. For any SDK in beta or pre-release form,
the following restrictions will apply: (i) if distributing a beta version of
the Code, Licensee will clearly mark Licensee Application as either "beta"
or "pre- release;" (ii) Licensee may not use the beta version of any SDK
component, or distribute or have distributed the beta version of Code, in a
live operating environment where such may be relied upon to perform in the
same manner as a commercially released product, nor may Licensee use such
beta SDK components with data that has not been sufficiently backed up;
(iii) Licensee understands that beta or pre-release versions of SDK
components may be changed substantially before the final commercial release;
(iv) Licensee may not use the SDK components for benchmark or performance
testing; (v) if Licensee has distributed or had distributed as permitted by
this Agreement a beta version of the Code, Licensee will be solely
responsible for updating Licensee?s customer end users with versions of any
Licensee Application that operates satisfactorily with the final commercial
release of such Code; (vi) for Licensees providing reasonable feedback to
RN, including but not limited to usability, bug reports and test results,
with respect to the testing of the SDK or any component thereof, such
feedback should be directed to supportsdk@real.com; (vii) Licensee will use
reasonable efforts to review and comment on all documentation supplied;
(viii) any and all bug reports, test results and other feedback made by
Licensee will be the property of RN and may be used by RN for any purpose it
sees fit; and (ix) Licensee understands and acknowledges that, due to the
nature of the development work, RN may not correct errors or discrepancies
in the SDK by the time of final release.



End User License Agreement Requirements. Any distribution of the Licensee
Application will be
under the terms of an End User License Agreement containing terms that:




License use of the Code only as an integrated component of the Licensee
Application;



Prohibit any modifications to the Code;



Prohibit any distribution of the Code separate from the Licensee
Application;



Prohibit transfer or assignment of the Code;



Prohibit the reverse engineering, disassembly or decompilation of the Code;



Disclaim any and all warranties on behalf of RN;



Disclaim, to the extent permitted by applicable law, RN?s liability for any
damages, whether






direct, indirect, incidental or consequential, arising from the use of the
Code and/or the Licensee Application;



Require the end user to comply fully with all relevant export laws and
regulations of the United
States to assure that the Licensee Application or the SDK is not exported,
directly or indirectly, in violation of United States law.



Inform the end user that in order to protect the integrity of certain third
party content, DRMs may
impair the Licensee Application.



License to Use RN Marks. RN hereby grants to Licensee a non-exclusive,
limited license to use,
and Licensee agrees that it will always use, RN Marks solely in connection
with Licensee's distribution of Licensee Application. Licensee will only use
the RN Marks in the form and manner set forth in RN's Trademark Usage
Guidelines found at http://www.realnetworks.com/company/logos/ policy.html.



Limitations on RN Marks. Licensee may use RN Marks for the sole purpose of
informing users that
applications developed through the use of the SDK are compatible with RN's
technology. Licensee will not use any RN Mark in a way which may imply that
Licensee is affiliated with or related to RN, or that RN endorses any of
Licensee's products or services. Licensee's use of any RN Mark in connection
with this Agreement will not create any right, title or interest, in or to
the use of the RN Marks and all such use and goodwill associated with the RN
Marks will inure to the benefit of RN. Licensee further acknowledges and
agrees that it will not have the right to use any trademarks associated with
third party technologies (e.g., Dolby, MP3, etc.) contained within any RN
products without first obtaining a separate trademark license from such
third party.



Branding. Licensee will place RN?s corporate logo ("RN Logo"), available for
download at http://
www.real.com/company/guide/logos/index.html, on the Licensee Application
download page, on the main Licensee Application description page, in
Licensee Application product installer, on Licensee Application marketing
materials, and on Licensee Application CDs and product packaging. Licensee
Application and its installation process windows, product packaging,
website, and marketing materials must give equal or more prominent
attribution to RN in all instances and in the same manner where any
attribution is made to any third party company?s technology, products, or
services.



Licensee Application Registration with RN. Prior to commencing distribution
of the Licensee
Application, Licensee must send or fax two signed copies of this Agreement
to RN at the address listed in Section 12, including reasonable information
regarding the Licensee Application. A printable version of this Agreement is
available at http://partners.real.com/distlicenses.html.



Sample Copies of Licensee Application to RN. Licensee will promptly provide
RN with two
packaged copies of any Licensee Applications, including associated
documentation, upon RN?s request. RN may use the copies for testing and
evaluation purposes only. RN reserves the right to terminate the
distribution rights contained in this Agreement in the event that RN?s
testing demonstrates that the Licensee Application is not fully compatible
with any RN product or otherwise violates the terms of this Agreement. Prior
to terminating the Licensee?s distribution rights under this Section, RN
will provide Licensee with notice and a reasonable opportunity to cure, not
to exceed 30 days.



No AutoUupdate. RN will not post Licensee Applications developed under this
Agreement on RN?s
AutoUupdate Serviceystem for delivery to end users of the RealPlayer or
RealJukeboxan RN Client unless RN and Licensee enter into a signed amendment
providing for such distribution (an "AutoUupdate Amendment"). RN reserves
the right to decline to enter into an AutoUupdate Amendment for any Licensee
Application. To apply for an AutoUupdate Amendment, please contact RN at
partners@real.com.



No OEM. This Agreement does not allow distribution of the Licensee
Application through Original
Equipment Manufacturers ("OEMs") s or other third party distributors. If
Licensee would like to request OEM distribution rights, please submit a
request by sending email to partners@real.com. RN reserves the right to
decline to enter into an agreement to allow OEM distribution.



No Other Distribution. Except as provided in this Section 3, no distribution
of any other part of the
SDK (such as the documentation included with the SDK) is allowed under this
Agreement.



PRODUCT MAINTENANCE & TECHNICAL SUPPORT




RN is not obligated to provide maintenance, updates, or technical support to
Licensee for the SDK. However, any maintenance or updates provided by RN
will be governed by this Agreement, unless expressly subject to the terms of
another written agreement between the parties. Licensee will be solely
responsible for providing, and agrees that it will provide, customer,
technical, and help desk support to end users for the Licensee Application.
RN will refer to Licensee all customer support inquiries regarding the
Licensee Application.

SOFTWARE OWNERSHIP




RN?s Ownership. Title, ownership rights and intellectual property rights in
and to the SDK,


accompanying printed materials, and any copies Licensee is permitted to make
herein are owned by RN or its suppliers and are protected by United States
copyright law and international treaty provisions. Licensee may (a) make one
copy of the SDK solely for backup or archival purposes (in accordance with
customary practices for such purpose), provided such copy must contain all
of the original SDK?s proprietary notices; or (b) transfer the SDK to a
single hard disk, provided Licensee keeps the original solely for backup or
archival purposes. Licensee?s rights to use the SDK are specified in this
Agreement, and RN retains all rights not expressly granted to Licensee in
this Agreement. Nothing in this Agreement constitutes a waiver of RN's
rights under U.S. or international copyright law or any other federal or
state law.



Licensee?s Ownership. Title, ownership rights, and intellectual property
rights in and to the
Licensee Application are owned by Licensee, with the exception of RN?s
ownership as defined herein.



DISCLAIMER OF WARRANTY




The SDK is deemed accepted by Licensee. The SDK is provided to Licensee AS
IS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED
BYAPPLICABLE LAW, RN FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE
USE OR PERFORMANCE OF THE SDK AND DOCUMENTATION REMAINS WITH LICENSEE. TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RN OR ITS
SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL,
PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT
OR THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF RN HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. RN?S
ENTIRE LIABILITY UNDER THIS AGREEMENT FOR ANY REASON WILL NOT EXCEED $50.00.

INDEMNIFICATION




Indemnity. Licensee will, at its expense and RN?s request, defend any claim
or action brought by


a third party against RN, or hold harmless, indemnify, and defend RN
affiliates, its officers, directors, and/or employees, arising out of or
related to the Licensee Application ("Licensee Claims"). Licensee will
indemnify and hold RN harmless from and against any claim, suit, or
proceeding and any losses, damages, fines, and expenses (including
attorneys? fees and costs) arising out of or relating to any claims that
Licensee?s use of the SDK in conjunction with the Licensee Application
infringes the patent, copyright, trademark, trade secret, or other
proprietary rights of any third party, or resulting from any breach of this
agreement. Licensee will indemnify and hold RN harmless from and against any
costs, damages, and fees incurred by RN, including but not limited to fees
of outside attorneys and other professionals, that are attributable to such
Licensee Claims. RN will: (i) provide Licensee reasonably prompt notice in
writing of any such Licensee Claims and permit Licensee, through counsel
chosen by Licensee, to answer and defend such Licensee Claims; and (ii)
provide the entity defending such claim information, assistance, and
authority, at such entity?s expense, to help defend such Licensee Claims.
Licensee will not be responsible for any settlement made by RN without
Licensee?s written permission, which permission will not be unreasonably
withheld or delayed. Licensee will consult with RN on the choice of any
counsel under this Section.



Settlement by Licensee. Unless Licensee obtains for RN a complete release of
all Licensee Claims
hereunder, without any admission of wrongdoing or liability, Licensee may
not settle any Licensee Claim under this Section on RN?s behalf without
first obtaining RN?s written permission, which permission will not be
unreasonably withheld or delayed. In the event Licensee and RN agree to
settle a Licensee Claim, Licensee agrees to not disclose terms of the
settlement without first obtaining RN?s written permission.



TERM AND TERMINATION




Term. This Agreement will be in effect for one (1) year after the Effective
Date ("Term").


Thereafter the Agreement will automatically renew for additional terms of
one year each unless terminated in accordance with this Agreement.



Termination. Either party may terminate this Agreement without cause by
giving written notice at
least thirty (30) days prior to the end of the Term. After the initial one
(1) year Term, RN may terminate this Agreement without cause by giving sixty
(60) days? prior written notice. Without prejudice to any other rights,
either party may terminate this Agreement immediately if the other party
materially breaches this Agreement and fails to cure such breach within ten
(10) days after receiving notice of such breach, and RN may immediately
terminate this Agreement with no prior notice for Licensee?s breach of
Sections 2e, 2f, 2g, 2h or 2i.



Effect of Termination. Upon termination of this Agreement, Licensee will
immediately discontinue
the use of the SDK and distribution of any Licensee Applications and will
within five (5) days either return to RN, or certify destruction of, all
full or partial copies of the SDK, documentation and related materials
provided by RN. The provisions of Sections 5 through 14 will survive any
termination of this Agreement, except that RN?s distribution rights will
terminate if this Agreement is terminated for RN?s breach. Termination will
not affect the rights of end users to continue using copies of the Licensee
Application already distributed.



ASSIGNMENT




This Agreement is personal to Licensee. Licensee may not assign, transfer,
or otherwise dispose of this Agreement, or any rights or obligations
hereunder, without RN?s prior written consent, including pursuant to a
"Change of Control." As used herein, a Change of Control means (a) a sale of
all or substantially all of Licensee?s assets to another entity; (b) the
assignment, transfer, or other disposition of the majority of Licensee?s
equity securities; or (c) a merger of Licensee with another entity, if as a
result of the transaction the holders of a majority or Licensee?s equity
securities before the transaction hold less than a majority of the voting
securities of the surviving entity. Notwithstanding the foregoing, if RN
does not consent to an assignment of the Agreement pursuant to a Change of
Control, Licensee may terminate this Agreement upon notice to RN. This
Agreement will be binding upon and inure to the benefit of the parties,
their successors and permitted assigns.

NO REVENUE PARTICIPATION




Nothing in this Agreement provides any right, express or implied, for either
party concerning the other party?s revenue from any source. Nothing in this
Agreement provides a right to Licensee to participate in any way in revenue
derived by RN from any RN product or other proprietary technology, and
nothing in this Agreement provides a right to RN to participate in any way
in revenue derived by Licensee from the Licensee Application or any other
Licensee proprietary technology. Each party is responsible for any cost or
expenses it incurs in connection with its performance under this Agreement,
except as otherwise provided herein.

GOVERNING LAW; ATTORNEYS' FEES




This Agreement will be governed by the laws of the State of Washington.
Licensee consents to exclusive jurisdiction by the state and federal courts
sitting in the State of Washington. This Agreement will not be governed by
the United Nations Convention of Contracts for the International Sale of
Goods, the application of which is hereby expressly excluded. If RN employs
attorneys to enforce any rights arising out of or relating to this
Agreement, RN will be entitled to recover reasonable attorneys' fees in the
event it prevails.

NOTICES



All notices, including notices of change of address, required to be sent
hereunder will be in writing


and will be deemed effective upon personal delivery (including courier
service), overnight mail delivery, or five (5) days after deposit, postage
prepaid, in registered or certified mail, properly addressed as set forth
below:
RN:
RealNetworks, Inc.
Attn: General Counsel
2601 Elliott Ave., Suite 1000
Seattle, WA 98121
U.S.A.

cc: GM, Developer and Partner Relations

MISCELLANEOUS - IMPORTANT


This Agreement constitutes the complete and exclusive agreement between RN
and Licensee with respect to the subject matter hereof, and supersedes all
prior oral or written understandings, communications or agreements not
specifically incorporated herein. The relationship of RN and Licensee is
that of independent contractors, and nothing contained in this Agreement
will be construed to (a) give either party the power to direct and control
the activities of the other; (b) constitute the parties as partners, joint
venturers, co-owners or otherwise as participants in a joint undertaking; or
(c) allow either party to create or assume any obligation on behalf of the
other party for any purpose whatsoever. Each party is solely responsible for
the payment of its own costs and expenses including, without limitation,
payments on behalf of its agents, contractors, and employees in connection
with this Agreement. This Agreement may not be modified except in writing
duly signed by an authorized representative of RN and Licensee. The waiver
by either party of any breach of this Agreement by the other party will not
waive subsequent defaults by such party of the same or a different kind. If
any provision of this Agreement is held to be unenforceable for any reason,
such provision will be reformed only to the extent necessary to make it
enforceable, and such decision will not affect the enforceability (i) of
such provision under other circumstances, or (ii) of the remaining
provisions hereof under all circumstances. The failure of any party to
enforce any of the provisions hereof will not be construed to be a waiver of
the right of such party thereafter to enforce such provisions. Any and all
remedies herein expressly conferred upon a party will be deemed cumulative
and not exclusive of any remedy conferred hereby or by law, and the exercise
of any one remedy will not preclude the exercise of any other. Headings will
not be considered in interpreting this Agreement.

U.S. GOVERNMENT RESTRICTED RIGHTS AND EXPORT RESTRICTIONS




Use, duplication, or disclosure by the Government is subject to restrictions
as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and
Computer Software clause of DFARS 252.227-7013 or subparagraphs (c)(i) and
(2) of the Commercial Computer Software-Restricted Rights at 48 CFR
52.227-19, as applicable. Manufacturer is RealNetworks, 2601 Elliott Avenue,
Suite 1000, Seattle, Washington 98121. Licensee acknowledges that neither
the SDK or underlying information or technology may be downloaded or
otherwise exported or re-exported: (i) into (or to a national or resident
of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to
which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury
Department's list of Specially Designated Nationals or the U.S. Commerce
Department's Table of Denial Orders. By using the SDK, Licensee is agreeing
to the foregoing and is representing and warranting that it is not located
in or under the control of, a national or resident of any such country or on
any such list.